Brett Cohen

Brett Cohen's diverse corporate and commercial legal experience, with a focus on energy and natural resources, has seen him act for a range of leading Australian and international organisations on numerous complex transactions and projects.

Brett delivers well-considered, strategic and pragmatic advice to his clients, and has been recognised as a "very good negotiator" in the Legal 500 Asia Pacific.He has provided legal and strategic commercial advice on mergers and acquisitions (private and public), equity capital raisings and IPOs, joint ventures, project development, offtake agreements and regulatory issues across a variety of sectors and commodities (metals and minerals, oil and gas, electricity, infrastructure, services and industrials).

Brett has assisted clients with their investments and business activities across a number of jurisdictions and borders including in Australia, New Zealand, North America, South-East Asia, Africa and South America.

Brett tutors Western Australian mining law at the University of Western Australia at a course jointly operated by the University with AMPLA, the Australian Energy and Resources Law Association, and is also an executive member of AMPLA's WA State Committee.

Brett has been recognised as one of Australia's leading corporate and natural resources lawyers in Chambers, Legal 500 Asia-Pacific, Best Lawyers Australia, Who's Who and Doyle's Guide.

The Legal 500 Asia Pacific: listed as a "Recommended Practitioner" for Natural Resources (Transactions and Regulatory)

Doyle's Guide: recognised as a leading Energy and Resources Lawyer

qualifications

Bachelor of Laws, University of Western Australia (2003)
Bachelor of Arts, University of Western Australia (2003)
Graduate Certificate of Applied Finance and Investment (Financial Services Institute of Australasia) (2007)
Oil & Gas Law Fundamentals (University of Western Australia and AMPLA) (2007)

admitted to practice

Western Australia (2004)
High Court of Australia (2005)

affiliations

Law Society of Western Australia

AMPLA, the Resources and Energy Law Association (Currently a member of the Western Australian State Committee)

Financial Services Institute of Australasia (FINSIA)

Expertise

Energy and Resources

Brett has diverse experience advising on upstream and downstream energy and resources projects and operations, including project development, regulatory arrangements, joint venture and operating agreements, infrastructure access arrangements, commodity sales, operational contracts and utility supply (gas and electricity) agreements. His understanding of the complexities of project documentation has given Brett a special insight into the challenges of the sale, acquisition and development of resources projects across a range of commodities and sectors (metals and minerals, oil and gas, electricity and renewables). Brett's representative experience:

Tianqi Lithium Australia: Currently advising Tianqi Lithium Australia, a subsidiary of China based Tianqi Lithium Corporation, on all aspects of the construction of its $700 million lithium processing plant in Kwinana, Western Australia.

Talison Lithium Australia: In relation to various project development and operational matters concerning its lithium (spodumene) mining and processing operations in Greenbushes, Western Australia (the world's largest lithium resource).

Sun Brilliance: Advising on the development of a 100MW Solar Photovoltaic Farm in Cunderdin, Western Australia, including in relation to grid connection arrangements and regulatory approvals, construction contracts and electricity offtake.

DBP (Dampier to Bunbury Pipeline, part of the Australian Gas Infrastructure Group): Advised the owner of Western Australia's key gas pipeline on various matters concerning its pipeline operation and development activities.

Fortescue Metals Group (FMG): Advised FMG on project acquisitions and divestments, infrastructure arrangements and tenure approvals for its Western Australian iron ore operations.

Glencore:Assisted with the development and structuring of its Western Australian nickel assets, including operational matters relating to gas transmission and supply.Advised on gas and electricity related matters for a number of Glencore's proposed M&A transactions.

MMG (Minerals and Metals Group): In relation to matters concerning its Australian mining projects, most recently general project and power supply arrangements for its (previously owned) Golden Grove mine in Western Australia.

Alcoa: Advised this significant alumina and aluminium producer in relation to the acquisition of interests in onshore petroleum permits, upstream and downstream gas supply arrangements.

Barrick Gold Corporation: Advised on the structuring of its joint venture arrangements with Newmont at the Kalgoorlie Superpit.

Alinta Energy: Advised Alinta on a number of gas sales agreements, proposed acquisitions and arrangements in relation to Alinta's Newman power station.

Horizon Power: Advised Western Australian regional electricity supplier Horizon Power in relation to a number of gas sales agreements and electricity supply arrangements.

Eni Agip: Advised the Australian subsidiary of this Italian energy giant in relation to the acquisition of interests in petroleum interests in Australia and South-East Asia.

African Energy Resources: Advised this African-focused ASX-listed company on structuring and investment opportunities for its Mmamantswe and Mmamabula West energy projects in Botswana.

Toro Energy Limited (an ASX-listed uranium company): In respect of the development of its Western Australian uranium projects, including the acquisition of various mining projects and associated assets in Western Australia.

Rey Resources: Advised Rey Resources in relation to the acquisition and structuring of various onshore petroleum interests in Western Australia.

Equity Capital Markets / IPOs

Brett has acted for issuing companies, investors, investment banks and brokers on numerous equity capital market transactions, including initial public offerings, listings on Australian and international stock exchanges, secondary offerings and placements. Brett's representative experience:

Kirkland Lake Gold: Advised TSX and NYSE-listed Canadian gold producer Kirkland Lake Gold on its listing on the ASX - the largest company by market capitalisation to list on the ASX in 2017 (approximately $4 billion).

Currently advising TSX-listed Copper Mountain Mining Corporation (CMMC) on its acquisition by scheme of arrangement of ASX-listed Altona Mining Limited and dual-listing of CMMC on the ASX.

Talison Lithium Limited and Resource Capital Fund: In respect of the A$375 million merger of Talison Lithium with Salares Lithium Inc by way of a Canadian plan of arrangement, together with the C$40 million capital raising and listing of Talison Lithium on TSX.

Anatolia Minerals Development Limited: In respect of its merger by scheme of arrangement with Avoca Resources Limited and listing on the ASX, creating a combined group (Alacer Gold) valued at in excess of A$2 billion.

Peninsula Energy Limited: In respect of a number of equity capital raisings, including its oversubscribed 2017 Share Purchase Plan and private placements.

Magma Metals Limited: In respect of its equity financing and dual-listing on the TSX.

Tigers Realm Coal Limited: A coal development and exploration company with projects in Russia and Colombia, in connection with its A$37.5 million initial public offering and listing on the ASX.

Australasian Resources Limited: In relation to its acquisition of the right to mine 1 billion tonnes of iron ore from the Balmoral South Project in Western Australia and re-listing on the ASX with a market capitalisation of approximately A$550 million.

Impact Minerals Limited on its initial public offering and listing on the ASX.

Mergers and Acquisitions

Brett has a wealth of experience in mergers and acquisitions (both private and public) across a range of sectors, commodities and jurisdictions. Brett has particular expertise in complex, cross-border M&A transactions. Brett's representative experience:

MMG (Minerals and Metals Group): Advised Hong Kong Stock Exchange and ASX-listed MMG in relation to its sale of the Golden Grove copper, zinc and gold project in Western Australia to EMR Capital for US$210 million.

Talison Lithium Limited and Resource Capital Fund:In respect of its A$375 million merger of Talison Lithium with Salares Lithium Inc by way of a Canadian plan of arrangement, together with the C$40 million capital raising and resulting listing of Talison Lithium on TSX.

Talison Lithium Limited: On its competing scheme of arrangement proposals by Rockwood Holdings and Chengdu Tianqi, which culminated in the C$850 million acquisition of Talison Lithium by Chengdu Tianqi.

Glencore: In relation to the sale of the Cosmos and Sinclair nickel projects in Western Australia.

Minara Resources Limited: In respect of its acquisition by Glencore International by off-market takeover bid, valuing Minara at approximately A$1 billion.

Anatolia Minerals Development Limited:In respect of its merger by scheme of arrangement with Avoca Resources Limited and listing on the ASX, creating a combined group (Alacer Gold) valued at in excess of A$2 billion.

Barrick Gold Corporation: On various M&A transactions relating to its Western Australian gold operations, including: the sale of the Yilgarn South gold operations to Gold Fields Limited for US$300 million; the sale of the Plutonic gold mine to Northern Star Resources Limited for A$25 million; and the sale of the Kanowna gold operations to Northern Star Resources Limited for A$75 million

Cameco Corporation: In respect of its agreement to acquire the Yeelirrie uranium project in Western Australia from BHP Billiton for US$430 million.

Cameco Corporation (70%) and Mitsubishi Development Pty Ltd (30%) which acquired the Kintyre uranium project in Western Australia from Rio Tinto for US$495 million. We are continuing to advise in relation to the development of the Kintyre project.

Endeavour Mining Corporation: In relation to the sale of its 90% interest in the Nzema Mine located in Ghana to BCM International Ltd for a total cash consideration of up to US$65 million.

Oxiana Limited (subsequently OZ Minerals Limited): In relation to: its A$10 billion merger with Zinifex to create OZ Minerals Limited; its A$425 million off-market scrip takeover of Agincourt Resources Limited; the sale of the Wiluna gold mine to Apex Minerals NL; and the spin-off of Western Australian mining tenements to Beadell Resources Ltd.

Gold Fields Ltd: In relation to the sale of the Darlot gold mine in Western Australia to Red 5 Limited.

Japanese consortium comprising ITOCHU Corporation and JAURD (Japan Australia Uranium Resources Development Co. Ltd.): In relation to an investment by way of farm-in and joint venture to acquire a 35% interest in the Lake Maitland uranium project in Western Australia.

Advised the owners of Force Equipment on its sale to ASX-listed Emeco for $70 million.

Rey Resources: Advised Rey Resources in relation to the acquisition and structuring of various onshore petroleum interests in Western Australia.

Anglo Pacific Group PLC (a royalty company listed on the London Stock Exchange (LSE): In relation to its Australian energy and resources royalty interests:

acquisition of a 20% interest in an iron ore royalty over the Mt Ida magnetite project in Western Australia from Red Rock Resources plc;

A$31.25m acquisition of iron ore royalty rights in the Amapa region of Brazil;

acquisition of a royalty over the Four Mile uranium project in South Australia (operated by Quasar Resources Pty Ltd and Alliance Resources Limited) from IMX Resources Limited; and

Foreign Investment in Australia

Brett has extensive experience advising clients on inbound investment into Australia, including in relation to cross-border M&A (private and public), establishing a new Australian business, transaction structuring and regulatory approvals. He has particular expertise in complex, cross-border M&A and navigating Australia's foreign investment approval process (through notification to the Foreign Investment Review Board).

Agribusiness and Food

Brett has extensive experience in providing advice to clients in the agribusiness sector across a range of sub-sectors, including pastoral, gran, dairy, fishing and aquaculture, forestry and the wine and grape industries. His representative experience:

CBH Group: Advised grain handler and marketer CBH, Australia's largest co-operative, in relation to various matters including its acquisitions and divestments, and supply and logistics arrangements.

Agrium Inc.: Advised Canadian-based Agrium on its acquisition by scheme of arrangement of AWB for over A$1 billion and its subsequent sale of the AWB commodities business to Cargill (US) for A$870M.

AACL Holdings: Advised AACL in relation to the sale of its grain co-production business to Glencore. This was a complex transaction involving the acquisition of assets from multiple management investment schemes, which upon completion of the sale were wound up.

Pastoral stations: Advised on the sale and purchase of numerous cattle stations and pastoral leases in Western Australia.